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To: SEC-ond-chance who wrote (82979)	1/15/2003 9:43:38 AM
From: StockDung	Respond to of 122087

NEW TEL MORNING COMICS->Malone to move on New Tel carcass By Fran Spencer FORMER New Tel chief executive Peter Malone has set his sights on creating a new telecommunications play from the ashes of the failed Perth carrier, with plans to bid for the assets of his former company. The move comes as Mr Malone, along with other New Tel directors, is expected to come under close scrutiny from New Tel liquidator Phil Carter as he investigates allegations the junior carrier had traded while insolvent for up to 12 months. New Tel was placed in liquidation on Monday by Australia's biggest telcos, the company's major creditors, after they rejected a proposal for a deed of company arrangement from persistent suitor Broadband & Wireless. Former PricewaterhouseCoopers Asia-Pacific head David Humann, who had been engaged as an adviser by BWL on the unsuccessful proposal, yesterday said he had spoken to Mr Malone regarding New Tel assets. "Peter is trying to organise a new entity for a fresh start," he said. Mr Carter had told journalists that Mr Malone had been involved in the second of three bids for New Tel put forward by BWL. However, BWL front man Richard Steggall last week denied the Hong Kong group had had any commercial involvement with the former New Tel head since the group went into administration in December. Mr Malone was thought to have walked away from the company amid speculation he could face charges over the alleged insolvent trading. But when contacted in Sydney yesterday, Mr Malone confirmed he was planning to bid for New Tel assets with a view to establishing a new telco play. "I think, based on what happened on Monday, there's certainly that opportunity for us now . . . I think everyone's realised it was just a bit of a decoy about all those other issues by the administrator just to get the business into liquidation so he's got a business to run," he said. "I think (Mr Humann) and myself will now sit down and take a look at what we can do together with some of the assets that will be available." Mr Malone declined to discuss other issues surrounding New Tel's collapse, but said he would expand on his plans on his return to WA next week. January 16, 2003 © 2003 West Australian Newspapers Limited All Rights Reserved. Top Home

To: SEC-ond-chance who wrote (82979)	1/15/2003 1:32:07 PM
From: StockDung	Respond to of 122087

NEW TEL AFTERNOON COMICS->Regulator calls New Tel, BWL pair Geoff Elliott and Glenda Korporaal NOVEMBER 29, 2002 AUSTRALIA'S corporate watchdog is preparing to further examine Broadband & Wireless frontman Richard Steggall as the mystery deepens about attempts by Perth-based New Tel and BWL to buy out New Tel's creditors. Mr Steggall is the senior acquisitions manager of BWL, which claims to have been established in Hong Kong. According to sources, the Australian Securities and Investments Commission is seeking more information from Mr Steggall about matters related to New Tel, run by Perth-based Peter Malone, and BWL. It's understood Mr Steggall and Mr Malone have already been served with notices to appear in an examination by ASIC under section 19 of the Australian Securities and Investments Commission Act. ASIC is investigating suspected contravention by New Tel of 588G of the Corporations Act -- a section dealing with insolvent trading. But the desire to interview BWL's Mr Steggall further indicates the probe may be widening. Mr Steggall has helped lead negotiations to try to buy out New Tel creditors Telstra and Optus. BWL has three directors - former Telstra employee Robert Petty, Michael Neistat, and Mr Steggall's 22-year-old girlfriend, Ingrid Lim. According to sources, Mr Steggall, who is in his mid-20s, still works closely with his father, Neil, who is based in Melbourne. Both were directors of import-export business Sovereign Trade and Equities that collapsed in the mid-1990s. The company sold licences for others to operate in other states around Australia, but the business failed, leaving behind many disgruntled business people owed thousands of dollars. The Australian revealed yesterday that Richard Steggall has used the name Richard Blum - his mother's surname - in company filings, as well as two birth dates. He has a chequered corporate history, in his own right, with at least two credit defaults against his name. He was was in Hong Kong earlier this week, where he and other BWL directors claim BWL is based. The Australian has visited the Kowloon address BWL boasts on its website as its offices, but no one there had any knowledge of BWL. Executives of North Asia Corporate Services, which is based at Albion Plaza in Kowloon - claimed by BWL as its office - were puzzled that the address was being used by the company. "We have no idea who they are," a woman executive told The Australian. "We're going to contact them and ask them why they're doing this," she said. North Asia Corporate Services offers "ready-made/custom-made companies and trusts from over 20 offshore jurisdictions including Hong Kong, Singapore, BVI, Bahamas, Cayman Islands". But an executive said a search of the records showed no BWL registered with them. Asked about the discrepancy, BWL director Bob Petty said the issue was "not relevant". ************************************************************************************************************************* --> OTCBB Company Profile ITTE - I.T. Technology Inc Click here to order Full Report I.T. Technology Inc 15303 Ventura Blvd. 9th Floor Sherman Oaks, CA 91403 United States Phone: (818) 380 3020 Daniel Aharonoff, PR SIC Number: 7389 Fiscal Year End: 12-31 Industry: Diversified Services Transfer Agent: Transferonline.com, Inc. CIK: 1100006 Market Maker List Share Data -------------------------------------------------------------------------------- Authorized Outstanding Date Shares Source Date Shares Source 11/14/2002 500,000,000 10QSB 11/14/2002 159,026,653 10QSB Business Summary -------------------------------------------------------------------------------- CURRENT BUSINESS INFORMATION: I.T. Technology Inc. is a development stage enterprise. The Company has as wholly owned subsidiaries, I.T. Technology Pty. Ltd., incorporated in Australia, and Bickhams Media, Inc., which owns 50% of VideoDome.com Networks, Inc. The Company also owns Streamcom Pty. Ltd. and 50.1% of Stampville.Com Inc. The Company's businesses are related to the Internet, e-commerce and technology ventures. VideoDome is an Application Service Provider which provides a range of Digital Media services, including but not limited to: hosting and delivery, media management services, registration and delivery of video stream via the Internet. Established in 1999 and located in Burbank, California, the Company claims that VideoDome enables any size organization manage and publish streaming audio and video media over the web. Streamcom Pty Ltd. is a Melbourne, Australia based media company that agreed to service agreements entered into by ROO Media Corporation. Streamcom had been specializing in live corporate and entertainment streaming services in Australia since 1998. Stampville is a Global Community for Stamp Collectors & Dealers and has developed its web site at www.stampville.com and specializes in the wholesale and Internet sale of philatelic memorabilia, including stamps and other collectibles. Established in June 1999, Stampville has locations in New York USA, Melbourne Australia. HISTORICAL BUSINESS INFORMATION: The Company was incorporated in Delaware in 1999. November 2000, I.T. Technology, Inc. increased the authorized capital from 100 million to 500 million shares of common stock and changed the par value of its common shares from $0.001 cents to $0.0002 cents per share. The Company also effected a five for one stock split of its outstanding common stock. July 2001, I.T. Technology, Inc., through its wholly owned subsidiary, Bickhams Media, Inc., acquired 50% of the equity of VideoDome.Com Networks, Inc. January 14, 2002 I.T. Technology, Inc., completed the acquisition of certain of the assets of Streamcom Pty Ltd., a company engaged in the digital media sector. May 2002, I.T. Technology, Inc. began trading on the NASDAQ OTC Bulletin Board as ITTE. MISCELLANEOUS BUSINESS INFORMATION: As of September 30, 2002, I.T. Technology, Inc. had a deficit accumulated during the development stage of $7,622,010. Symbol -------------------------------------------------------------------------------- Symbol Name Expiration Date ITTE I.T. Technology Inc Management -------------------------------------------------------------------------------- Name Title Ledger Technologies Pty Ltd BO Jonathan Herzog SEC Eurolink International Pty Ltd BO Daniel Aharonoff PR Yam-Hin Tan CFO Petty and Neistat are both involved in IT Technology (former founder and ceo but still large shareholder, Levi Mochkin, was a broker in Australia that has been banned by the ASIC) secinfo.com ragingbull.lycos.com google.com ittechinc.com 1 of 719 Include original text in reply.

To: SEC-ond-chance who wrote (82979)	1/15/2003 1:43:31 PM
From: StockDung	Read Replies (1) \| Respond to of 122087

TOO FRICKIN FUNNY->I T TECHNOLOGY (BB: ITTE) By: henry0000 11 Dec 2002, 03:47 PM EST Msg. 2 of 2 What about Levi Mochkin, who owns almost half the stock: Monday 3 December 2001 The Australian Securities and Investments Commission (ASIC) has accepted an enforceable undertaking from Melbourne-based securities representative, Mr Levi Mochkin, not to act as a representative of a securities adviser or an investment adviser. Without admitting the concerns of ASIC, Mr Mochkin and ASIC have agreed to his withdrawal from the industry following an ASIC investigation into trading in the shares of Australian Gold Resources Ltd, Johnson's Well Mining Ltd and Quantum Resources Ltd. ASIC was concerned that, during the period 1 August 1997 to 30 October 1998, Mr Mochkin was trading in the shares of the three companies and may have contravened the provisions of the Corporations Act relating to stock market manipulation (section 997) and false trading and market rigging transactions (section 998), or that he may not have acted in a manner that was honest, efficient and fair. Section 997 and 998 of the Corporations Act prohibit trading on the stock market that may give a false and misleading appearance in relation to the market for, or the price of, a stock. In particular, ASIC was concerned that Mr Mochkin: Dominated the market for the shares; Exercised a wide discretion in relation to timing and price of orders when executing orders to buy and sell the shares for various clients; Failed to buy available shares when he had outstanding orders; Caused trades to be executed at prices higher than the last sale price; Placed bids within 20 minutes before the close of the market; Executed trades for clients when there were prior outstanding orders for other clients; Placed bids for clients without written orders or in excess of existing orders; Had outstanding buy/sell orders at the same time for the same client and failed to execute those orders; Failed to complete buy orders for clients; Bought shares at prices in excess of client's instructions. 'ASIC will continue to ensure that the integrity of the market is protected and that investors can be confident that the price and volume on the market reflects genuine market forces', Mr Jamie Orchard, ASIC's Director of Enforcement, said. For further information contact: Jamie Orchard Director Enforcement Telephone: 03 9280 3470 Mobile: 0411 549 037 Kate Harvey ASIC Media Manager Telephone: 03 9280 3553 Mobile: 0401 985 966

To: SEC-ond-chance who wrote (82979)	1/15/2003 9:51:10 PM
From: StockDung	Respond to of 122087

Remember Joseph Gutnick that sued Dow Jones? Levi Mochkin Resources. Melbourne. 36. Married, six children. Stockbroker Levi Mochkin, like most investors in Joseph Gutnick's resources companies, has been hard hit by the sinking price of gold. Mochkin, a Bell Securities broker and a rabbi, is a close associate of Gutnick (see separate listing) and remains a big shareholder in Gutnick's companies, but for now, BRW's youngest member of the Rich 200 is off the list. =============================================== Background In this hearing before the Victorian Supreme Court, Mr Joseph Gutnick, is suing Dow Jones & Co Inc., over an article published in its weekly American business magazine Barron's and on an Internet site hosted by the Wall Street Journal. The article, entitled “Unholy Gains,” claims that embattled Melbourne mining entrepreneur, religious figure and philanthropist, Mr Gutnick had been involved in questionable financial dealings including money laundering, share manipulation and fraud. In the article, which purports to be a warning to US investors that Mr Gutnick has a questionable record in financial matters, it is claimed, among other things, that he had used religious charities to promote stocks. Mr Gutnick denies the allegations and alleges that the article is defamatory and is suing specifically over the Internet version of the article that he says was published in Victoria. ========================== Monday 3 December 2001 The Australian Securities and Investments Commission (ASIC) has accepted an enforceable undertaking from Melbourne-based securities representative, Mr Levi Mochkin, not to act as a representative of a securities adviser or an investment adviser. Without admitting the concerns of ASIC, Mr Mochkin and ASIC have agreed to his withdrawal from the industry following an ASIC investigation into trading in the shares of Australian Gold Resources Ltd, Johnson's Well Mining Ltd and Quantum Resources Ltd. ASIC was concerned that, during the period 1 August 1997 to 30 October 1998, Mr Mochkin was trading in the shares of the three companies and may have contravened the provisions of the Corporations Act relating to stock market manipulation (section 997) and false trading and market rigging transactions (section 998), or that he may not have acted in a manner that was honest, efficient and fair. Section 997 and 998 of the Corporations Act prohibit trading on the stock market that may give a false and misleading appearance in relation to the market for, or the price of, a stock. In particular, ASIC was concerned that Mr Mochkin: Dominated the market for the shares; Exercised a wide discretion in relation to timing and price of orders when executing orders to buy and sell the shares for various clients; Failed to buy available shares when he had outstanding orders; Caused trades to be executed at prices higher than the last sale price; Placed bids within 20 minutes before the close of the market; Executed trades for clients when there were prior outstanding orders for other clients; Placed bids for clients without written orders or in excess of existing orders; Had outstanding buy/sell orders at the same time for the same client and failed to execute those orders; Failed to complete buy orders for clients; Bought shares at prices in excess of client's instructions. 'ASIC will continue to ensure that the integrity of the market is protected and that investors can be confident that the price and volume on the market reflects genuine market forces', Mr Jamie Orchard, ASIC's Director of Enforcement, said. For further information contact: Jamie Orchard Director Enforcement Telephone: 03 9280 3470 Mobile: 0411 549 037 Kate Harvey ASIC Media Manager Telephone: 03 9280 3553 Mobile: 0401 985 966

To: SEC-ond-chance who wrote (82979)	1/15/2003 10:01:50 PM
From: StockDung	Read Replies (1) \| Respond to of 122087

NEW TEL EVENING COMICS->Deloitte chief's interesting conflicts ragingbull.lycos.com ragingbull.lycos.com ragingbull.lycos.com Deloitte chief's interesting conflicts By Geoff Elliott 16jan03 A GAS company and a telecommunications concern do not appear to have a lot in common, unless you are Domenic Martino. Mr Martino is the chief executive of one of Australia's largest accounting groups, Deloitte Touche Tohmatsu. He is also chairman of Sydney Gas and was a former director of New Tel, which slipped into liquidation this week. But what is attracting the interest of badly burnt New Tel investors is how the same US promoters who tipped New Tel as a red hot buy have tipped Sydney Gas as a favourite, too. The common link appears to be Mark Hake, a fund manager in Arizona, who sat on the board of New Tel with Mr Martino. Mr Hake passed on information to internet website editor Vivian Lewis, of New York, who urged her subscribers, at the height of the dotcom boom, to buy New Tel shares. And although she has offered advice on few other companies in Australia, she just happened to also tip the little-known Sydney Gas Company, chaired by Mr Martino. Ms Lewis did so, quoting a report from financial services company Wiley Capital, saying the potential for Sydney Gas was "huge". She said: "The report from Wiley was passed to me by Mark Hake, of Hake Capital Management." Not surprisingly, Mr Martino also is a big believer in Sydney Gas's technology, which is designed to convert methane from coal beds into stable and consistent gas supplies. For some years now, the company has said it is on the threshold of a leap in its business model. The company's last annual general meeting was a slick sales pitch to investors to keep their faith in the company. Mr Martino's association with Sydney Gas remains lucrative, earning Deloitte more than $457,000 in fees for the last financial year, up from $105,000 the year before. This mirrors Mr Martino's ability to earn fees for his company while sitting on the New Tel board. Deloitte was paid more than $4 million in 2000 and 2001. And Deloitte consulted on New Tel's disastrous China project. Its Melbourne-based Deloitte consultant Jenny Wilson helped New Tel devise its strategy. "I was not one of the partners on the job so I shouldn't comment," Ms Wilson said yesterday. Mr Martino has previously denied any conflict of interest in maintaining directorships of publicly listed companies while being the chief executive of one of Australia's largest accounting and consultancy firms. This is despite edicts from most global accounting groups forbidding their partners to sit on the boards of public companies

To: SEC-ond-chance who wrote (82979)	1/16/2003 9:38:00 AM
From: StockDung	Respond to of 122087

NEW TEL MORNING COMICS->New Tel's free phone tabs By Geoff Elliott 17jan03 DELOITTE Touche Tohmatsu chief executive Domenic Martino had two free mobile phone accounts provided by failed telco carrier New Tel. As fresh evidence emerges about the extraordinary largesse sanctioned by New Tel chief Peter Malone at the expense of shareholders, sources said the accounts were for Mr Martino and his wife. His secretary at Deloitte, Maureen Iley, was also on New Tel's so-called "no-collections" list. When asked about her free mobile phone, Ms Iley said: "I'm not in a position to discuss that right now." Ms Iley and Mr Martino were two of a network of more than 100 people - who helped New Tel's shares race higher during the telco and dotcom boom - issued with free mobile phones. New Tel documents obtained by The Australian, which name Mr Martino and Ms Iley, point also to huge mobile phone bills being clocked up by Findlay & Co - the stockbrokers that sponsored New Tel on the Australian Stock Exchange. Under a heading "no collections accounts", as at September last year Findlay principal Ivor Findlay and his wife were listed along with Findlay broker Robin Armstrong. They alone accounted for more than $8000 in free mobile phone calls over the three-month or more period. Mr Armstong denied receiving a free phone or using the New Tel network and he did not know why his name was on New Tel's billing system. He said some Findlay staff had used the New Tel network but denied that Findlay executives owed more than $8000, saying it was a billing error. "New Tel's billing system was hopeless," Mr Armstrong said. "I'm still getting bills from New Tel and I just throw them in the bin." Others on the "no collection" list included broker Rafi Peer, New Tel directors Mark Hake and An Zhou, and New Tel chairman Harry Sorensen. New Tel's promoter in the US, John Germinario, was also given free network time, according to sources. Mr Martino was a director of New Tel until last February, and documents indicate he, along with his secretary, had been connected on the New Tel mobile phone network for no charge since February 2000. The New Tel generosity was a direct hit to the company's bottom line because the company still had to pay Optus for network time. In September, attempts were made by New Tel employees to put a stop to the free-phone policy and the phones were disconnected, including Mr Martino's. It prompted an angry response from New Tel's company secretary and Mr Malone's right hand man, Craig Piercy, who demanded users be reconnected immediately. Only since PricewaterhouseCoopers was appointed as administrator to the company in December was the free phone service finally disconnected.

To: SEC-ond-chance who wrote (82979)	2/13/2003 12:46:59 AM
From: StockDung	Respond to of 122087

Finity Holdings Inc · S-8 · On 4/14/98 google.com. EXHIBIT INDEX Document Description of Document 4.1 Consulting Agreement between the Registrant and Michael Markow dated March 20, 1998 5.1 Opinion of Matthias & Berg LLP 24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1) 24.2 Consent of David T. Thompson, P.C. 24.3 Consent of Davis Kinard & Co., P.C. -------------------------------------------------------------------------------- S-8 · 9th Page of 19 TOC · 1st · Previous · Next · Bottom · Just 9th -------------------------------------------------------------------------------- FINANCIAL CONSULTING AGREEMENT THIS AGREEMENT is made and entered into as of this 20th day of March, 1998, and is made by and between Worldwide Corporate Finance, a California corporation (hereinafter, "Consultant") and Columbia Capital Corporation, a Delaware corporation (hereinafter, "CLCK"). WITNESSETH: WHEREAS, CLCK is desirous of obtaining financial advice and business consulting services (hereinafter, the "Services"); WHEREAS, Consultant is experienced in providing financial advice and business consulting services such as the Services desired by CLCK; WHEREAS, CLCK desires to retain Consultant and Consultant desires to be retained to provide the Services to CLCK; WHEREAS, Consultant will devote substantial time and incur substantial expense in connection with the provision of the Services to CLCK, under and pursuant to the terms of this Agreement; and, WHEREAS, in consideration for Consultant agreeing to devote the time and incur the expense in performing the Services under and pursuant to the terms of this Agreement, CLCK agrees to pay Consultant the considerations called for in this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein set forth, CLCK and Consultant hereby agree as follows: AGREEMENT Section 1. CONSULTING SERVICES. Consultant shall provide to CLCK, when and as requested by CLCK, from time to time and during normal business hours, financial advice and business consulting services concerning, but not limited to: (i) providing long-term business, managerial and financial planning; (ii) investigating and analyzing corporate reorganization and expansion, and merger/acquisition opportunities; and, (iii) introduce business opportunities for card processing service. Section 2. OTHER SERVICES. In connection with the Services to be provided by Consultant, Consultant shall assist CLCK in the accumulation of any due diligence material and in the preparation of any and all documents on behalf of CLCK as deemed necessary and appropriate by Consultant. Notwithstanding the foregoing, Consultant shall be under no obligation to provide Services for any minimum number of hours per month during the term hereof. Any other services requested by CLCK, such as, for example, obtaining and/or rendering legal, tax or other opinions on specific transactions, shall be the subject of separate agreements between CLCK and Consultant if not otherwise covered hereunder. -------------------------------------------------------------------------------- S-8 · 10th Page of 19 TOC · 1st · Previous · Next · Bottom · Just 10th -------------------------------------------------------------------------------- Section 3. TERM OF AGREEMENT. This Agreement shall become effective as of the date first written above and shall continue for a period of One (1) Year thereafter (hereinafter, the "Term"), at which time this Agreement shall automatically expire. Section 4. SCOPE OF RETENTION. CLCK hereby retains Consultant as its non-exclusive financial advisor and business consultant during the Term of this Agreement. In the event that CLCK does not call upon Consultant to perform Services during the Term of this Agreement, CLCK shall nonetheless remain liable to pay the compensation and refund of expenses as set forth in Sections 5, 6 and 7 hereof. Section 5. INITIAL COMPENSATION. As the initial compensation for the Services, CLCK shall grant to Consultant upon execution of this Agreement options (hereinafter, the "Retainer Options") to purchase up to Three Hundred Thousand (300,000) shares of CLCK's common stock (hereinafter, the "Shares") which Retainer Options shall be treated as a non-refundable retainer (hereinafter, the "Retainer"). The Shares underlying the Retainer Options shall be included by CLCK in a registration statement on Form S-8 or other appropriate form which CLCK shall file, with counsel selected and paid for by Consultant, with the Securities and Exchange Commission (hereinafter, the "SEC") to register those Shares as soon as CLCK may lawfully do so. The Retainer Options shall vest as follows: (i) One Hundred Fifty Thousand (150,000) options (hereinafter, the "First Retainer Options") each of these First Retainer Options entitling Consultant to purchase One (1) Share at the price per Share equal to Eighty Five Percent (85%) of the closing bid price for the Shares on the date first written above (hereinafter, the "Retainer Option Exercise Price"), which First Retainer Options shall be exercisable from April 1st, 1998 and for a period of One (1) Year thereafter; (ii) Seventy Five Thousand (75,000) options (hereinafter, the "Second Retainer Options") each of these Second Retainer Options entitling Consultant to purchase One (1) Share at a price per Share equal to the Retainer Option Exercise Price, which Second Retainer Options shall be exercisable Ninety (90) Days from the date first written above and for a period of One (1) Year thereafter; and, (iii) Seventy Five Thousand (75,000) options (hereinafter, the "Third Retainer Options") each of these Third Retainer Options entitling Consultant to purchase One (1) Share at a price per Share equal to the Retainer Option Exercise Price, which Third Retainer Options shall be exercisable One Hundred Eighty (180) Days from the date first written above and for a period of One (1) Year thereafter. Section 6. ADDITIONAL COMPENSATION. In addition to the Retainer payable pursuant to Section 5 hereof, Consultant shall be compensated with options (collectively, the "Options") as follows: (i) One Hundred Thousand (100,000) Options (hereinafter, the "First Options") each of these First Options entitling Consultant to purchase One (1) Share at the price per Share equal to Eighty Five Percent (85%) of the closing bid price for the Shares on February 9th, 1998, which First Options shall be exercisable from April 1st, 1998 and for a period of One Hundred Twenty (120) Days thereafter; (ii) One Hundred Thousand (100,000) Options (hereinafter, the "Second Options")each of these Second Options entitling Consultant to purchase One (1) Share at a price per Share equal to the closing bid price for the Shares on February 9th, 1998, which Second Options shall be exercisable from April 1st, 1998 and for a period of One Hundred Eighty (180) Days thereafter; (iii) One Hundred Thousand (100,000) Options (hereinafter, the "Third Options") each of these Third Options entitling Consultant to purchase One (1) Share at a price per Share equal to Eighty Five Percent (85%) of the closing bid price for the Shares on the date the Third Options are exercised, which Third Options shall be exercisable from April 1st, 1998 and for a period of One (1) Year thereafter; and, -------------------------------------------------------------------------------- S-8 · 11th Page of 19 TOC · 1st · Previous · Next · Bottom · Just 11th -------------------------------------------------------------------------------- (iv) One Hundred Thousand (100,000) Options (hereinafter, the "Fourth Options") each of these Fourth Options entitling Consultant to purchase One (1) Share at a price per Share equal to Eighty Five Percent (85%) of the closing bid price for the Shares on the date the Fourth Options are exercised, which Fourth Options shall be exercisable from April 1st, 1998 and for a period of Two (2) Years thereafter. CLCK shall undertake to file a registration statement on Form S-8 or other appropriate form, with counsel selected and paid for by Consultant, to register with the SEC the Shares underlying the Options as soon as CLCK may lawfully do so. Section 7. PAYMENT OF REASONABLE COSTS. Consultant shall be reimbursed for all its out-of-pocket expenses, including its travel and entertainment, incurred by Consultant in connection with the performance of the Services pursuant hereunder. All fees and disbursements for engagements specific to the Services provided, if any, must be approved in writing by CLCK and shall be the subject of separate agreements if not otherwise covered hereunder. Section 8. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Section 9. EXPERT TESTIMONY. Should Consultant or any of its employees, contractors or affiliates be required to testify in the event of any litigation relating to matters with respect to which Consultant has expertise, such as, for example, matters similar to the Services pursuant hereunder, CLCK agrees to pay Consultant or its designee, the Per Diem rate customary for experts providing such expert testimony in the jurisdiction where such testimony is to be provided, plus reasonable out of pocket expenses, for all the time required for such testimony. Section 10. INDEMNIFICATION. CLCK and Consultant agree to indemnify and hold the other party and all of the other party's officers, directors, employees, affiliates and agents harmless from and against any and all manner of actions, causes of action, claims, demands, costs, damages, liabilities, losses, obligations and expenses (including actual attorneys' fees) arising or resulting from or related to Consultant's performance of the Services pursuant hereunder, unless they are due to breach of this Agreement or gross negligence or willful misconduct of the party to be indemnified or of any of its officers, directors, employees, affiliates and agents. Section 11. INDEPENDENT CONTRACTOR. Consultant and CLCK hereby acknowledge and agree that Consultant is an independent contractor and is not a licensed broker-dealer. Consultant shall not hold itself out as, nor shall it take any action from which others might infer that it is a partner or agent of, or a joint venturer with CLCK. In addition, Consultant shall take no action which binds, or purports to bind, CLCK. -------------------------------------------------------------------------------- S-8 · 12th Page of 19 TOC · 1st · Previous · Next · Bottom · Just 12th -------------------------------------------------------------------------------- Section 12. LAW; FORUM AND JURISDICTION. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The parties agree that any dispute arising under or with respect to or in connection with this Agreement, whether during the Term of this Agreement or at any subsequent time, shall be resolved fully and exclusively by binding arbitration in accordance with the commercial rules then in force of the American Arbitration Association and the proceedings taking place in Los Angeles, California. Section 13. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered, or sent by express mail or telegram, or transmitted by fax or e-mail, addressed as set forth herein below. If to Consultant: Worldwide Corporate Finance 15760 Ventura Boulevard, Suite 1020Encino, CA 91436 Phone: 1-818-783-0054 Fax: 1-818-783-1120 e-mail: markow@flash.net Attn: Michael M. Markow, PresidentIf to CLCK: Columbia Capital Corporation3020 NW 33rd Avenue Ft. Lauderdale, FL 33311 Phone: 1-915-674-3100 Fax: 1-915-674-3174 e-mail: valerievarner@worldnet.att.net Attn: Kenneth A. Klotz, President Law Offices of Darren J. Quinn Files Class Action Suit Against Finity Holdings, Inc., Formerly Known as Columbia Capital Corp. SAN DIEGO--(BUSINESS WIRE)--Nov. 19, 2001--A class action lawsuit was filed on November 5, 2001 on behalf of purchasers of the securities of Finity Holdings, Inc. (OTCBB:FNTY - news) formerly known as Columbia Capital Corp. (CLK) between October 27, 1997 through November 12, 1999 inclusive (the ``Class Period'). The action, numbered 01 CV 2024, is pending in the United States District Court for the Southern District of California, against defendants Finity Holdings, Inc. (fka Columbia Capital Corp.), Finity Corporation (fka First Independent Computers Corp.), Douglas R. Baetz, Glenn M. Gallant, Chuck LaMontagne, and Kenneth Klotz. A copy of the complaint filed in this action is available from the Court. The complaint charges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by issuing a series of materially false and misleading statements to the market between October 27, 1997 and November 12, 1999. The complaint also charges violation of California Corporations Code ss.25400, violation of the Racketeer Influenced Corrupt Organizations Act, Fraud, Conspiracy, Negligence, Negligent Misrepresentation and violation of California Business & Professions Code ss.17200. At the beginning of the Class Period, defendant Finity Corporation (fka First Independent Computers Inc.), a subsidiary of Finity Holdings, Inc. (fka Columbia Capital Corp.) announced that it had signed a processing contract with BestBank, Boulder, Colorado, to process BestBank's credit card portfolios. The value of that contract was estimated to be approximately $12 million annually in processing revenue. Two days later, that estimate was more than doubled to over $25 million in annual processing revenue. Within a short time, the BestBank contract accounted for more than 92% of credit card processing revenues. The complaint alleges the BestBank credit card portfolio, however, was worthless and/or fraudulent and defendants knew it and that, in fact, defendants Baetz and Gallant indirectly controlled BestBank. The FDIC took over BestBank in 1998, but credit card processing of these worthless and/or fraudulent accounts continued. At the end of the class period, defendants ceased representing that it would attempt to collect $43.6 million from the FDIC pursuant to the BestBank processing contract. If you bought the securities of Finity Holdings, Inc. (FNTY) formerly known as Columbia Capital Corp. (CLK) between October 27, 1997 through November 12, 1999, you may, no later than January 18, 2002, request that the Court appoint you as lead plaintiff. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as ``lead plaintiff.'' Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Darren J. Quinn and/or Thomas Mauriello, or other counsel of your choice, to serve as your counsel in this action. If you wish to discuss this action with us, or have any questions concerning this notice or your rights and interests with regard to the case, please contact the attorneys below. -------------------------------------------------------------------------------- Contact: Law Offices of Darren J. Quinn, San Diego Darren J. Quinn, 619/232-9400 or Law Offices of Thomas D. Mauriello, San Rafael Thomas D. Mauriello, 415/472-4953